Article 110 of the Company Law of 1993 provides for corporate resolutions in violation of laws and administrative regulations, but does not clearly stipulate how to Sue, and does not provide for corporate resolutions in violation of the articles of association, and there is no corresponding remedy. When the Company Law was amended in 2005, Article 22 distinguished the different defects of corporate resolutions, and divided corporate resolutions into invalid and revocation categories according to the degree of defects. Accordingly, on October 30, 2000, the Supreme People's Court issued the Provisions on the Causes of Civil Cases (for Trial Implementation), which included such disputes in the causes of disputes over corporate resolutions infringing on shareholders' rights, and clarified that the court should accept such cases. In 2008, the Supreme People's Court issued the "Decision on the Provisions of Civil Cases", the 249th type of cases is stipulated as "disputes over the validity of resolutions of the shareholders' meeting or the shareholders' meeting or the Board of directors", which is further subdivided into: first, disputes over the validity of resolutions of the shareholders' meeting or the shareholders' meeting or the board of directors. Second, the effect of the resolution of the shareholders' meeting or the general meeting of shareholders or the board of directors to cancel the dispute. On February 18, 2011, the Supreme People's Court issued the "Decision on Amending the Provisions on the Cause of Civil Cases", which revised the above cause of action, and the revised No. 250 cause of action stipulates that the company's resolution disputes are subdivided into: first, the company's resolution confirms the dispute. Second, the company decided to cancel the dispute.

The resolutions of the company, including the resolutions of the shareholders' meeting and the resolutions of the board of directors, are the decisions of the company. Modern company law emphasizes the autonomy of the company. In principle, there is no judicial intervention in the decisions of the company, because the company itself has the most say in the judgment of the company's affairs, and the court cannot make business judgment on behalf of the company. However, when the company resolution is defective, according to the provisions of Article 22 of the Company Law, the shareholder may file a lawsuit for the invalidation or cancellation of the company resolution. According to this provision, the reasons for the cancellation of a company's resolution include: the convening procedure and voting method violate laws, administrative regulations or the company's articles of association, or the content of the resolution violates the company's articles of association. Therefore, the scope of judicial review of the court in the case of the dispute over the cancellation of the company's resolution is in principle limited to the review of the above three revocable reasons.

Unlike the resolution validity confirmation dispute, the confirmation of invalid subject in addition to shareholders, can be extended to creditors. The Company Law clearly stipulates that only the shareholders of the company have the right to file a lawsuit for the cancellation of the resolution. As for the time for shareholders to hold shares, Article 2 of Interpretation 4 of the Company Law clearly stipulates that shareholders must have the identity when suing. Shanghai No.1 Intermediate People's Court held that the plaintiff should have the status of shareholder from the date of formation of the resolution involved to the time of the lawsuit. Why is it required that the plaintiff must be a shareholder of the company at the time of the formation of the resolution? Because the shareholder who obtains the company's equity by means of equity transfer, inheritance, etc., has evaluated the current situation of the company when he becomes a shareholder, including the company's resolutions formed before this, and his shareholders' rights are exercised from the time he obtains the equity, so he has no right to request the cancellation of the resolutions before he becomes a shareholder.

One is a flaw in the convening procedure. Common defects in the convening procedure include unqualified convenor, failure to send the notice in accordance with the prescribed time limit, and failure to send the notice in the prescribed way. The second is the defect of the voting method. Common defects in voting methods include failure to reach the legal voting proportion, unqualified voting subjects, and improper interference with the exercise of voting rights. Third, the content of the resolution does not comply with the charter. The Companies Act lists breach of the articles of association as a revocable cause of a company's resolution rather than an invalid cause. In the case of the dispute over the cancellation of the company's resolution, the examination of the content of the resolution is to see whether the content of the resolution conforms to the provisions of the articles of association, rather than to examine whether the content is legal. If the content of the resolution violates the mandatory provisions of the law or administrative regulations, the result is that the resolution is invalid, not revocable. The Company Law takes the violation of the articles of association of the resolution as the reason for revocation, which is more conducive to stabilizing the legal relationship of the company and promoting the autonomy of the company.

In order to ensure the stability of the resolution made by the company, the Company Law stipulates that the shareholder's right to withdraw is limited to Sue within 60 days from the date of the resolution. According to the Supreme People's Court, Article 3 of the Fourth Interpretation of the Company Law stipulates: "When the plaintiff brings a lawsuit to the people's court for the reasons specified in the second paragraph of Article 22 and the second paragraph of Article 74 of the Company Law, the people's court shall not accept the lawsuit beyond the time limit specified in the Company Law." It should be emphasized that the period cannot be modified to count from the date when the shareholders know or should know the resolution, otherwise it violates the original intention of the law and is not conducive to protecting the stability of the company.

In order to prevent the abuse of shareholders' rights, Article 22 (3) of the Company Law stipulates that "Where a shareholder brings a lawsuit against the cancellation of a company resolution, the people's court may, at the request of the company, require the shareholder to provide a corresponding guarantee." The people's court may require the shareholder to provide the corresponding guarantee only at the request of the company, and may not take the initiative to do so in accordance with its authority. At the same time, it is not necessarily necessary for the people's court to require shareholders to provide corresponding guarantees as long as the company requests. Although the Company Law does not explicitly provide, but according to the intention of the legislation, the people's court requires the shareholders to provide security should be based on the premise that the shareholders have bad faith. In this regard, when the company makes a request to the people's court for the shareholder to provide security, it shall provide evidence to the people's court that the shareholder is sued in bad faith, and the people's court shall examine the matter according to law, and finally make a decision on whether to require the shareholder to provide security.

In addition to the disputes over the cancellation of corporate resolutions discussed in this article, there are also disputes over the validity of corporate resolutions, as well as litigation over the confirmation of non-existent corporate resolutions. We will analyze the disputes for enterprises one after another. Hillhouse Law Firm will give full play to its professional advantages and effectively help enterprises prevent relevant legal risks; We will also provide enterprises with more forms and more abundant legal service projects according to the development of the industry and the actual situation of enterprises, and guide enterprises to make scientific decisions and standardize development.